EU Inc (the 28th regime) · 2026/0074(COD)
Supports the creation of a harmonized EU Inc. regime but wants clearer implementation rules, harmonized capital market access, and refined digital share register provisions.
Refine digital share register rules to avoid excessive bureaucracy and legal risks, including clarifying the constitutive effect of registration, aligning shareholder definitions with the Shareholder Rights Directive, and establishing clear procedures for digital share certificates to prevent multiple claims.
“Article 53: The provision that registration in the digital share register shall have a “constitutive effect” to evidence ownership could prove impractical... Article 54: This challenge is compounded by Article 54, which requires recording the “identity and address of all shareholders”. To prevent legal uncertainty, it is crucial to align the use of the term “shareholder” with the definition expected to be reviewed under the Shareholder Rights Directive (SRD2)... Digital share certificates: Finally, the proposal for a digital share certificate... raises logistical questions that could lead to significant legal risks.”
20260625 Deutsche Boerse Group response EU Inc proposal.pdf, page 3
Support the introduction of a harmonized EU Employee Stock Option plan with taxation at the point of disposal to eliminate dry income issues and enhance talent attraction.
“We welcome the introduction of a harmonized simple EU Employee Stock Option (EU-ESO) plan. By harmonizing the timing of taxation to the point of disposal, the proposal eliminates the “dry income” problem and makes equity compensation a far more powerful and competitive tool for attracting and retaining top talent across the EU.”
20260625 Deutsche Boerse Group response EU Inc proposal.pdf, page 5
Ensure the EU Inc. is a truly harmonized 28th regime with a single set of rules for listed companies, preventing national gold-plating and guaranteeing uniform access to capital markets across all Member States.
“The Regulation must be implemented ambitiously, preventing national "gold-plating" or the imposition of additional domestic requirements. The goal is a single, truly European corporate form, not 27 national variations of an EU Inc.... admission to regulated markets should be a guaranteed and fully harmonized feature of the EU Inc.”
20260625 Deutsche Boerse Group response EU Inc proposal.pdf, page 2
Consider a uniform EU corporate tax system, such as a single EU flat tax rate flowing into the EU budget, to overcome obstacles posed by national tax and labor law differences and support the 28th regime's effectiveness.
“To achieve uniform taxation at corporate level throughout Europe, it could be considered that corporate taxes flow into the EU budget by applying a single EU flat tax rate.”
20260625 Deutsche Boerse Group response EU Inc proposal.pdf, page 5
Open source underneath
WhoShapedIt is a thin layer on open-source packages. Star them, fork them, build your own micro.
Open-source context and state for AI: it keeps only what matters for the question.
In WhoShapedIt: Reads every lobby submission and position paper and each official text, cut into passages, and judges each passage against nine questions (who can use EU Inc, workers on the board, tax…), so every ask and every step is read on the passages that address it.
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In WhoShapedIt: The status, the timeline, the theme picker, the camps of lobbies and the organisation pages.
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